UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-8664
Circle International Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-1740320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
260 Townsend Street,
San Francisco, California 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 978-0600
Inapplicable
(Former name, former address and former fiscal
year if changed from last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes_X_ No ___
At May 13, 1999, the number of shares outstanding of the registrant's Common
Stock was 17,131,617.
<PAGE>
TABLE OF CONTENTS
-----------------
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Financial Statements:
-------
Condensed Consolidated Income
Statements for the three months ended
March 31, 1999 and 1998 3
Condensed Consolidated Balance Sheets,
March 31, 1999 and December 31, 1998 4
Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
-------
Financial Condition and Results
of Operations 8
Item 3. Quantitative and Qualitative Disclosures
-------
About Market Risk 12
Part II. Other Information
- -------- -----------------
Item 4. Submission of Matters to a Vote of
-------
Security Holders 12
Item 5. Other Information 12
-------
Item 6. Exhibits and Reports on Form 8-K 12
-------
2
<PAGE>
I. FINANCIAL INFORMATION
- ------------------------
ITEM 1. FINANCIAL STATEMENTS
CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
-------------------------------------------------
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share amounts)
Three Months Ended
March 31,
------------------
1999 1998
---- ----
Revenue $ 182,853 $ 165,413
Freight consolidation costs 106,687 96,840
---------- ----------
Net revenue 76,166 68,573
Other costs and expenses:
Salaries and related 42,257 37,555
Operating, selling
and administrative 31,660 24,623
---------- ----------
Total other costs and expenses 73,917 62,178
---------- ----------
Income from operations 2,249 6,395
Other income:
Interest income, net 75 673
Income from affiliates, net 504 1,298
Other, net 125 352
---------- ----------
Total other income, net 704 2,323
---------- ----------
Income before taxes 2,953 8,718
Taxes on income 1,078 3,273
---------- ----------
Net income $ 1,875 $ 5,445
========== ==========
Net income per share:
Basic $ 0.11 $ 0.32
========== ==========
Diluted $ 0.11 $ 0.31
========== ==========
Weighted average common
shares outstanding:
Basic 17,109 16,994
========== ==========
Diluted 17,164 17,294
========== ==========
See Notes to Condensed Consolidated Financial Statements
3
<PAGE>
CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
-------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)
March 31, December 31,
1999 1998
---------- ------------
ASSETS
------
Current assets:
Cash and equivalents $ 45,302 $ 44,586
Short-term investments 13,425 14,213
Trade receivables, less allowance for doubtful
accounts of: 1999, $7,353; 1998, $7,131 242,395 252,615
Other receivables 6,463 7,765
Other current assets 9,277 7,820
---------- ----------
Total current assets 316,862 326,999
Property 164,264 163,997
Less accumulated depreciation (77,070) (75,809)
---------- ----------
Property, net 87,194 88,188
Marketable equity securities 773 935
Investments in unconsolidated affiliates 43,587 42,967
Goodwill, net 30,421 30,727
Other assets 4,615 3,913
---------- ----------
Total assets $ 483,452 $ 493,729
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable to banks 1,929 7,869
Trade payables 167,820 175,532
Accrued salaries and related costs 13,959 15,582
Dividends payable - 2,312
Income taxes payable 5,284 7,292
Other liabilities 24,013 24,984
---------- ----------
Total current liabilities 213,005 233,571
Minority interests 4,715 4,546
Deferred income taxes 14,552 14,342
Long-term notes payable 31,998 21,558
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par: shares
authorized, 1,000,000 - -
Common stock, $1 par: shares
authorized, 40,000,000; shares
issued and outstanding
1999, 17,133,219; 1998, 17,131,994 30,914 30,822
Retained earnings 203,781 201,907
Accumulated other comprehensive loss (15,513) (13,017)
---------- ----------
Total stockholders' equity 219,182 219,712
---------- ----------
Total liabilities and stockholders' equity $ 483,452 $ 493,729
========== ==========
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
CIRCLE INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
-------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended
March 31,
------------------
1999 1998
---- ----
Operating activities:
Net income $ 1,875 $ 5,445
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,790 3,153
Provision for doubtful accounts 879 794
Deferred income taxes 69 (830)
Gains on sales of assets (70) (10)
Equity in earnings of affiliates, net
of dividends received (244) (1,226)
Net effect of changes in working capital (3,154) 8,873
--------- ---------
Net cash provided by operating activities 3,145 16,199
--------- ---------
Investing activities:
Proceeds from sales of property 100 54
Proceeds from sales of marketable
equity securities 500 -
Net proceeds from sales of
short-term investments 524 8,128
Capital expenditures (4,297) (2,281)
Acquisitions of businesses (117) (168)
--------- ---------
Net cash provided by (used in)
investing activities (3,290) 5,733
--------- ---------
Financing activities:
Issuance (repayment) of long-term
notes payable 10,439 (15,203)
Repayment of notes payable (6,081) (532)
Dividends (2,313) (2,193)
Proceeds from exercise of stock options 92 307
--------- ---------
Net cash provided by (used in)
financing activities 2,137 (17,621)
Effect of exchange rate changes on cash (1,276) 430
--------- ---------
Increase in cash and equivalents 716 4,741
Cash and equivalents at beginning of period 44,586 17,998
--------- ---------
Cash and equivalents at end of period $ 45,302 $ 22,739
========= =========
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
Note 1 - General
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments (which include normal recurring
accruals) necessary to present fairly the financial position as of March 31,
1999 and the results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles. It is suggested that
these unaudited condensed consolidated financial statements be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Circle International Group, Inc. (Circle) 1998 Annual Report to
Stockholders incorporated by reference in Circle's 1998 Form 10-K, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-Q. Certain 1998 amounts have been
reclassified to conform to the 1999 presentation.
Note 2 - Comprehensive Income
Other comprehensive income represents foreign currency translation adjustments
and unrealized gains and losses on marketable securities classified as
available-for-sale incurred during the respective quarters.
Circle's total comprehensive income was as follows:
Three Months Ended
March 31,
------------------
1999 1998
---- ----
(in thousands)
Net income $1,875 $ 5,445
Other comprehensive income (loss):
Change in cumulative translation adjustment (2,536) 460
Unrealized gains on marketable securities, net 40 4
-------- --------
Comprehensive income (loss) $ (621) $ 5,909
======== ========
Note 3 - New Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which defines
derivatives, requires that derivatives be carried at fair value and provides for
hedge accounting when certain conditions are met. This statement is effective
for Circle beginning in the year 2000. Although Circle has not fully assessed
the implications of this new statement, Circle believes adoption of this
statement will not have a material impact on its consolidated financial
statements.
6
<PAGE>
Note 4 - Business Segment Information
Circle's reportable segments are geographic segments that offer similar products
and services. They are managed separately because each segment requires close
customer contact and each segment is affected by similar economic conditions.
Certain information regarding Circle's operations by region is summarized below.
<TABLE>
<CAPTION>
Europe & Asia &
Middle South Elimi- Consoli-
Americas East Pacific Corporate nations dated
-------- --------- --------- --------- --------- ----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Three months ended March 31, 1999:
Total revenue $ 90,259 $ 41,701 $ 55,962 $ - $ (5,069) $ 182,853
Transfers between regions (1,214) (1,682) (2,173) - 5,069 -
--------- --------- --------- --------- --------- ----------
Revenues from customers $ 89,045 $ 40,019 $ 53,789 $ - $ - $ 182,853
========= ========= ========= ========= ========= ==========
Net revenue $ 39,092 $ 20,446 $ 16,628 $ - $ - $ 76,166
========= ========= ========= ========= ========= ==========
Income (loss) from
operations $ 5,165 $ 2,562 $ 2,490 $ (7,968) $ - $ 2,249
========= ========= ========= ========= ========= ==========
Three months ended March 31, 1998:
Total revenue $ 96,194 $ 35,349 $ 37,592 $ - $ (3,722) $ 165,413
Transfers between regions (1,562) (657) (1,503) - 3,722 -
--------- --------- --------- --------- --------- ----------
Revenues from customers $ 94,632 $ 34,692 $ 36,089 $ - $ - $ 165,413
========= ========= ========= ========= ========= ==========
Net revenue $ 38,997 $ 17,986 $ 11,590 $ - $ - $ 68,573
========= ========= ========= ========= ========= ==========
Income (loss) from
operations $ 6,138 $ 2,267 $ 2,016 $ (4,026) $ - $ 6,395
========= ========= ========= ========= ========= ==========
</TABLE>
Revenue from transfers between regions represents approximate amounts that would
be charged if the services were provided by an unaffiliated company. Total
regional revenue is reconciled with total consolidated revenue by eliminating
inter-regional revenue.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for historical information contained herein, the matters set forth in
this report are forward-looking statements that are dependent on certain risks
and uncertainties including but not limited to such factors as market demand,
risks associated with operations outside of the U.S. including currency
fluctuations, information technology uncertainties, changing economic conditions
including international laws, the concentration of business towards large
accounts, the effect of Circle's accounting policies, and other risk factors
detailed in this and other of Circle's SEC filings.
Results of Operations
- ---------------------
Circle's principal services are international air freight forwarding, ocean
freight forwarding, and customs brokerage and other value added logistics
services. The following table provides the revenue and net revenue, in thousands
of dollars and percentages, attributable to Circle's principal services during
the periods indicated. Revenue for air freight and ocean freight consolidations
(indirect shipments) includes the cost of such freight, whereas net revenue does
not. Revenue for air freight and ocean freight agency or direct shipments,
customs brokerage and import services, includes only the fees or commissions for
these services. A comparison of net revenue best measures the relative
importance of Circle's principal services.
Three Months Ended
March 31,
------------------
1999 1998
---- ----
Revenue
Air freight forwarding $ 119,216 65% $ 107,536 65%
Ocean freight forwarding 27,396 15% 24,526 15%
Customs brokerage and other 36,241 20% 33,351 20%
=================== ===================
Total $ 182,853 100% $ 165,413 100%
=================== ===================
Net Revenue
Air freight forwarding $ 29,634 39% $ 26,311 38%
Ocean freight forwarding 10,291 13% 8,911 13%
Customs brokerage and other 36,241 48% 33,351 49%
=================== ===================
Total $ 76,166 100% $ 68,573 100%
=================== ===================
Three Months ended March 31, 1999 vs 1998:
- ------------------------------------------
Revenue for the quarter was up 11% to $182.9 million compared to $165.4 million
for the same period in 1998. Net revenue, which represents revenue less freight
consolidation costs, was up 11% to $76.2 million compared to $68.6 million in
the first quarter of 1998. The overall increase in revenue occurred primarily
due to growth in Asia Pacific and Europe as well as the favorable contributions
provided by the acquisitions of F.J. Tytherleigh in the U.K. and Concord Express
in Singapore, both which occurred in 1998. These increases were partially offset
by decreases in North America where revenues declined 5% primarily due to the
effects of the Asia economic crisis.
Air freight forwarding revenue for the first quarter increased 11% or $11.7
million as a result of shipment volume increases in Europe and Asia Pacific.
These increases were partially offset by volume reductions in North America
where Circle handled fewer shipments due primarily to decreased export activity
to Asia Pacific. Air freight forwarding net revenue increased 13% or $3.3
million. North America, Europe and Asia Pacific showed net revenue increases of
9%, 15% and 18%, respectively, for the comparable period last year. Europe and
Asia Pacific increases were primarily due to an increased number of shipments
while North America increases were provided by higher margins due to lower
carrier costs, partially offset by lower shipment volume.
Ocean freight forwarding revenue increased 12% or $2.9 million over the same
quarter last year, while ocean freight forwarding net revenue increased 15% or
$1.4 million. The increases were due primarily to volume increases in Asia
Pacific and Europe, but partially offset by shipment volume decreases in North
America.
8
<PAGE>
Customs brokerage and other net revenue which includes warehousing, distribution
and other logistics services increased 9%, or $2.9 million. Warehousing and
distribution revenues increased in Europe and Asia Pacific.
Salaries and related costs increased 13% or $4.7 million principally as a result
of the acquisitions of F.J. Tytherleigh and Concord Express, sales force
expansion, information technology enhancements to handle business growth and
Year 2000 initiatives. However, salaries as a percentage of net revenues
remained at approximately 55%.
Operating, selling, and administrative expenses increased 29% or $7.0 million
primarily due to increases in occupancy costs, professional fees and data
processing expenses. The increases in occupancy costs are due to lease
obligations for facilities acquired in the acquisitions of F.J. Tytherleigh and
Concord Express and new logistics facilities in New York and Australia. The
increases in professional fees and data processing expenses are primarily
related to the information technology initiatives that will enhance our computer
systems. Expenses incurred for Year 2000 readiness were $3.2 million for the
quarter.
Total other income, net, decreased $1.6 million due to lower income from
affiliates and a reduction in interest income, net, during the quarter. The
decrease in income from affiliates was due primarily to the effect of the
downturn in the Latin America and Asia economies on Circle's automotive
logistics affiliate. The decrease in interest income, net, resulted from lower
short-term investments which were liquidated to fund acquisitions in 1998 and
higher average borrowing.
The effective income tax rate for the first quarter was 36.5% compared to 37.5%
for the comparable period in 1998. Circle's effective tax rate fluctuates due to
changes in foreign tax rates and regulations and level of pre-tax profit in
foreign countries.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operations was $3.1 million for the quarter ended March 31,
1999, compared to $16.2 million for the same quarter in 1998. Net working
capital increased $3.2 million during the three months ended March 31, 1999. The
increase is primarily due to the timing of receipts and disbursements and a
reduction in tax provisions due to lower taxable income and a lower tax rate in
1999.
Cash used in investing activities was $3.3 million compared to cash provided by
investing activities of $5.7 million in the same quarter last year. Capital
expenditures for Circle during the quarter were $4.3 million and were funded
with working capital. Circle expects capital expenditures to increase throughout
1999 in line with our information technology initiatives.
Cash provided by financing activities was $2.1 million compared to cash used in
financing activities of $17.6 million during the same quarter last year.
Long-term notes payable increased $10.4 million. This is primarily due to the
increase of commercial paper issued and outstanding by $11.0 million, from $14.0
million as of December 31, 1998, to $25.0 million as of March 31, 1999. Notes
payable decreased $6.1 million during the quarter. This is primarily
attributable to fluctuations in overnight loan balances used to cover Circle's
daily cash position at certain locations. The semi-annual dividend of $0.135 per
share declared in December 1998 was paid in the first quarter of 1999 for a
total of $2.3 million.
Circle makes significant disbursements on behalf of its customers for
transportation costs and customs duties. The billings to customers for these
disbursements, which are several times the amount of revenue and fees derived
from these transactions, are not recorded as revenue and expense on Circle's
income statement, but are reflected in Circle's trade receivables and trade
payables.
Management believes that operating cash flows, Circle's current financial
structure and borrowing capacity will be adequate to fund its operations,
finance capital expenditures and acquisitions, and pay dividends to stockholders
over the coming year.
New Accounting Pronouncements
- -----------------------------
See Note 3 of the Notes to Condensed Consolidated Financial Statements for a
description including management's discussion and analysis of new accounting
pronouncements.
9
<PAGE>
YEAR 2000
General Discussion
The following discussion of the implications of the Year 2000 problem for Circle
contains forward-looking statements based on inherently uncertain information.
The cost of Year 2000 compliance and the date on which Circle plans to complete
its Year 2000 modifications are based on Circle's best estimates, which were
derived utilizing a number of assumptions of future events including the
continued availability of internal and external resources, third party
modifications and other factors. However, there can be no guarantee that these
estimates will be achieved, and actual results could differ. Moreover, although
Circle believes it will be able to make the necessary modifications, there is no
assurance that failure to modify the systems would not have a material adverse
effect on Circle. Circle relies on several internal systems to support its
freight forwarding, customs brokerage, logistics management and warehouse
management systems worldwide. Circle is also reliant upon system capabilities of
customs offices, business partners, trading partners, customers, suppliers and
governmental agencies in many countries around the world.
Circle places a high degree of reliance on computer systems of such third
parties. Although Circle is assessing the readiness of these third parties and
preparing contingency plans, there can be no guarantee that the failure of these
third parties to modify their systems in advance of December 31, 1999, would not
have a material adverse effect on Circle.
Readiness
A Year 2000 Program Management Office has been established to provide overall
direction of Circle's Year 2000 efforts worldwide. Internal management reporting
requirements have been established. Plans and progress against those plans are
reviewed by the Year 2000 Program Management Office and are reported to the
Chief Information Officer and the Board of Directors. The core business systems
that support Circle in each geographic region have been assessed for Year 2000
compliance and are undergoing upgrades to become Year 2000 compliant. These
upgrades to core business systems, including testing and certification, are
expected to be completed by September 1999.
Circle has plans for a comprehensive site validation that will result in a Year
2000 Readiness Health Check of all computing resources and non-IT devices
located in branch offices worldwide. Mission critical branch office systems and
mission critical devices are expected to be renovated or replaced by September
1999.
Circle has accelerated its communication with third parties to determine the
extent to which Circle's systems are vulnerable to the non-compliance of these
third party systems. Contact information for various customs offices will be
gathered and Year 2000 efforts of customs offices will be closely monitored.
Circle plans to conduct systems testing with business partners, trading
partners, suppliers and key governmental agencies during calendar year 1999.
Additionally, Circle is participating with software vendors' user groups in Year
2000 testing of the three core business systems used by Circle. There is no
certainty that the systems of various third parties will be compliant, and there
is some likelihood that the systems of third parties such as overseas
governmental agencies will not be Year 2000 ready.
Costs
Because of the potential overall impact of Year 2000 on Circle, Circle has
adopted a centralized corporate strategy to address the Year 2000 problem. This
corporate strategy is budgeted and managed from headquarters and is the
responsibility of the Chief Information Officer.
Year 2000 costs are estimated to be between $7.0 and $10.0 million through the
end of 1999 with an additional $1.0 to $2.0 million estimated for post-Year 2000
work that is deemed non-mission critical. Approximately $3.8 million of this
estimate is allocated to testing, including end-to-end testing with business
partners, trading partners, critical suppliers and governmental agencies.
Approximately $1.0 million is allocated to business contingency planning. The
expected funding of all Year 2000 costs is through cash flows from operations.
Included in the estimated costs for Year 2000 readiness are the costs of the
Year 2000 Health Check to assess branch office systems and non-IT devices, the
replacement of mission critical devices, the replacement or modification of
application software and the implementation of contingency plans.
10
<PAGE>
Actual Costs as of March 31, 1999
As of March 31, 1999, Circle has incurred approximately $3.2 million in costs
specifically directed to the Year 2000 remediation. This amount does not include
costs incurred in the development of new systems or systems replacement that
assisted in the retirement of non-compliant code.
Risks
Because of the significant reliance on the systems of third parties unaffiliated
with Circle, there can be no assurance that Circle will not experience some
disruption in its systems. In Circle's opinion, there is likely to be some
interruption in services as a result of non-compliance by third parties. In the
event Circle's systems or the systems of third parties that are critical to
Circle's business are not Year 2000 compliant by January 1, 2000, Circle's
business performance may be adversely affected.
Certain of Circle's systems may need to operate in a manual mode for some
limited time. Circle will work closely with customers and business partners to
minimize the impact of manual operations on service levels. Circle believes the
greater risk is with the potential non-compliance of third party systems, a risk
which is inherent to the industry. Circle is unable to estimate the financial
impact of the risks stated above. However, Circle believes that its initiatives
to solve the Year 2000 problem, and a comprehensive business contingency plan,
should reduce the possibility of a material adverse effect on business
operations.
Of all the external risks, Circle believes the most reasonably likely worst case
scenario would be a business disruption resulting from an extended
communications failure. With its extensive use of technology, Circle is
dependent upon data and voice communications to receive, process, track and bill
customer orders. Based on Circle's information regarding the readiness of
communication carriers, as well as Circle's contingency plans, Circle expects
that any such disruption would be localized and of short duration.
Contingency Planning
Contingency planning for business continuity is led by a member of corporate
senior management. Each geographic region's contingency plans will reflect the
areas of risk that are unique to a particular region or country.
Each branch, country and region will be required to prepare a detailed
Contingency Plan and procedures that address the following:
Communication plan;
Priority operations and performance thresholds;
Emergency instructions for extended outages (includes activation of a "hot
site");
Special security instructions;
Identification of responsibilities: recovery team director, recovery team
command center, command center coordinator, recovery team leaders, recovery
team members, damage assessment teams, plan activation process
(notification and activation authority);
Identification of minimum infrastructure capabilities to operate a
location: computer hardware, network infrastructure, software, physical
facilities, utilities, vendor support, personnel and embedded systems;
Assure on-hand inventories of mission critical supplies;
An assessment of the organization's direct suppliers to determine those
that are "high risk";
Identification of the "weak link" in each critical supply chain.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in exposure to market risk from that
discussed in Circle's 1998 annual report.
II. OTHER INFORMATION
- ----------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, EDGAR filing only.
(b) Form 8-K:
Circle did not file any reports on Form 8-K during the three
months ended March 31, 1999.
12
<PAGE>
S I G N A T U R E S
-------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIRCLE INTERNATIONAL GROUP, INC.
--------------------------------
Registrant
Dated: May 17, 1999
/S/ David I. Beatson
--------------------------------------
David I. Beatson, President
and Chief Executive Officer
/S/ Janice Kerti
--------------------------------------
Janice Kerti, Senior Vice President
and Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
Circle International Group, Inc. and Subsidiaries
(in thousands, except per share amounts)
This schedule contains summary financial information extracted from the
condensed consolidated financial statements from Circle's form 10-Q for the
three month period ending March 31, 1999, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 45,302
<SECURITIES> 13,425
<RECEIVABLES> 242,395
<ALLOWANCES> 7,353
<INVENTORY> 0
<CURRENT-ASSETS> 316,862
<PP&E> 164,264
<DEPRECIATION> 77,070
<TOTAL-ASSETS> 483,452
<CURRENT-LIABILITIES> 213,005
<BONDS> 0
0
0
<COMMON> 30,914
<OTHER-SE> 188,268
<TOTAL-LIABILITY-AND-EQUITY> 483,452
<SALES> 0
<TOTAL-REVENUES> 182,853
<CGS> 0
<TOTAL-COSTS> 106,687
<OTHER-EXPENSES> 73,917
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 610
<INCOME-PRETAX> 2,953
<INCOME-TAX> 1,078
<INCOME-CONTINUING> 1,875
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,875
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
</TABLE>
